VIROPHARMA INC
10-Q, 1997-08-12
PHARMACEUTICAL PREPARATIONS
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<PAGE>
 
                                   FORM 10-Q
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM 10-Q



        [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

                                       OR

        [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER:  0-21699



                            VIROPHARMA INCORPORATED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                        
                    DELAWARE                         94-2347624
    (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)              IDENTIFICATION NO.)

                            76 GREAT VALLEY PARKWAY
                          MALVERN, PENNSYLVANIA 19355
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

                                  610-651-0200
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENT FOR THE PAST 90 DAYS:     YES  X             NO 
                                         -----             -----

NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S COMMON STOCK, PAR VALUE $.002 PER
SHARE, AS OF AUGUST 11, 1997:  11,148,911 SHARES.

                                       1
<PAGE>
 
                            VIROPHARMA INCORPORATED

                                     INDEX


PART I.   FINANCIAL INFORMATION

 
 
                                                                Page
                                                                ----
ITEM 1.  FINANCIAL STATEMENTS:
 
    Balance Sheets at December 31, 1996 and June 30, 1997        3
 
 
    Statements of Operations for the three months ended          4
    June 30, 1996 and 1997, the six months ended June 30, 
    1996 and 1997, and the period from December 5, 1994 
    (inception) to June 30, 1997
 
 
    Statements of Cash Flows for the six months ended            5
    June 30, 1996 and 1997and the period from December 5,
    1994 (inception)  to June 30, 1997
 
    Notes to Financial Statements                                6
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL       9 
         CONDITION AND RESULTS OF OPERATIONS.
 
 
PART II.   OTHER INFORMATION
 
 
ITEM 2.    CHANGES IN SECURITIES                                12

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  12 

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K                     12
 
           SIGNATURES                                           13

                                       2
<PAGE>
 
PART I.     FINANCIAL INFORMATION
- ---------------------------------

ITEM 1.      FINANCIAL STATEMENTS

                            VIROPHARMA INCORPORATED
                         (A Development Stage Company)
                                Balance Sheets
                      December 31, 1996 and June 30, 1997
 
                                             December 31,     June 30,
                                                 1996           1997
                                           --------------  ------------
                 ASSETS                         Audited      Unaudited
                                           ==============  ============  
Current assets:
  Cash and cash equivalents               $    10,810,310     4,026,293
  Short-term investments                       11,737,369    15,519,962
  Other current assets                            197,171       257,768
                                           --------------  ------------
        Total current assets                   22,744,850    19,804,023
Equipment and leasehold improvements, net         672,029       896,270
Restricted Investment                                  -        300,000
Other assets                                       36,000       148,480
                                           --------------  ------------ 
        Total assets                      $    23,452,879    21,148,773
                                           ==============  ============
 
 
                 LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                356,171       340,608
  Loan payable - current                               -        100,000
  Obligation under capital lease - current         52,950        57,943
  Accrued expenses and other current            
   liabilities                                  2,334,026     4,196,176  
                                           --------------  ------------
        Total current liabilities               2,743,147     4,694,727
Loan payable - non-current                              -       458,333
Obligation under capital lease - noncurrent       104,571        84,842
                                           --------------  ------------
                                                2,847,718     5,237,902
                                           --------------  ------------
 
Stockholders' equity:
  Preferred stock, par value $.001 per 
   share. Authorized 5,000,000 shares at 
   December 31, 1996 and June 30, 1997; 
   none outstanding                                    -             -
  Common Stock, par value $.002 per share. 
   Authorized 27,000,000 shares at 
   December 31, 1996 and June 30, 1997; 
   issued and outstanding 9,076,861 shares         
   at December 31, 1996 and 9,148,911 
   at June 30, 1997                                18,154        18,298
  Additional paid-in capital                   31,758,996    31,766,870
  Deferred compensation                          (661,337)     (553,546)
  Unrealized gains on available for            
   sale securities                                 58,311       142,484
  Deficit accumulated during the              
   development stage                          (10,568,963)  (15,463,235)
                                           --------------  ------------
        Total stockholders' equity             20,605,161    15,910,871
                                           --------------  ------------
Commitments.
        Total liabilities and             
         stockholders' equity             $    23,452,879    21,148,773
                                           ==============  ============
 
 See accompanying notes to financial statements.

                                       3
<PAGE>
 
                            VIROPHARMA INCORPORATED
                         (A Development Stage Company)

                            Statements of Operations
                                  (unaudited)

                   Three months ended June 30, 1996 and 1997,
              the six months ended June 30, 1996 and 1997, and the
           period from December 5, 1994 (inception) to June 30, 1997

<TABLE>
<CAPTION>
 
 
                                                                                                                     
                                                                                                                  Period   
                                                                                                                December 5, 
                                                                                                                   1994      
                                       Three months  ended                           Six months ended         (inception) to
                                             June 30,                                     June 30,               June  30,
                                      1996            1997                          1996            1997           1997
                              -----------------   ---------------             --------------   -------------   -------------
<S>                           <C>                  <C>                        <C>              <C>             <C>
Revenues:
   License fee                $          -              -                           -               -             1,000,000
   Milestone revenue                     -              -                           -              750,000          750,000
   Grant revenue                         -              -                           -               -               526,894
                              -----------------   ---------------             --------------   -------------   -------------
            Total revenues               -              -                           -              750,000        2,276,894
 
Operating expenses
 incurred in the
     development stage:
        Research and                                                                                                       
         development               1,209,129         2,640,585                  2,624,558        4,548,837       14,251,354
        General and                                                                                                        
         administrative              453,546           785,951                    673,719        1,550,519        4,304,731
                              -----------------   ---------------             --------------   -------------   -------------
            Total                                                                                                          
             operating
             expenses              1,662,675          3,426,536                 3,298,277        6,099,356       18,556,085
 
Interest income, net                  18,457            263,678                    74,281          455,084          815,956
                              -----------------   ---------------             --------------   -------------   -------------
            Net loss          $   (1,644,218)        (3,162,858)               (3,223,996)      (4,894,272)     (15,463,235)
                              =================   ===============             ==============   =============   =============
 
 
Accretion of redemption                                                                                                    
 value attributable to
  mandatory redeemable
  convertible preferred stock        259,117                -                     375,532              -          1,616,445
                              -----------------   ---------------             --------------   -------------   ------------- 
 
Net loss allocable to                                                                                                       
 common shareholders          $   (1,903,335)        (3,162,858)               (3,599,528)      (4,894,272)     (17,079,680)
                              =================   ===============             ==============   =============   =============
 
Pro forma net loss per                                                                                     
 share                        $         (.30)              (.35)                     (.52)            (.54)
                              =================   ===============             ==============   =============
 
Shares used in computing                                                                                  
 pro forma net loss per share      5,552,624           9,083,428                6,163,767        9,080,238
                              =================   ===============             ==============   =============
 
See accompanying notes to financial statements.
</TABLE>

                                       4
<PAGE>
 
                             VIROPHARMA INCORPORATED
                            ========================
                         (A Development Stage Company)

                            Statements of Cash Flows
                                  (unaudited)
                Six months ended June 30, 1996 and 1997 and the
           period from December 5, 1994 (inception) to June 30, 1997
<TABLE>
<CAPTION>
                                                                             Period
                                                                        December 5, 1994
                                                 Six months ended        (inception) to
                                                     June 30,               June 30,
                                                1996          1997            1997
                                           -------------   -----------    ----------------
<S>                                       <C>              <C>               <C>
Cash flows from operating activities:
  Net loss                                 $ (3,223,996)   (4,894,272)       (15,463,235)
  Adjustments to reconcile net loss to
   net cash used in operating activities:
      Non-cash compensation expense              43,774       107,791            279,540
      Non-cash warrant value                     -              7,968            117,888
      Depreciation and amortization                                                     
       expense                                   20,897       109,784            167,806
      Changes in assets and liabilities:
        Other current assets                   (183,733)      (60,597)          (257,768)
        Other assets                               (147)     (112,480)          (148,480)
        Accounts payable                        242,259       (15,563)           340,608
        Accrued expenses and other                                                      
         current liabilities                   (406,091)    1,862,150          4,196,176
                                           -------------   -----------    ----------------
      Net cash used in operating                                                         
       activities                            (3,507,038)   (2,995,219)       (10,767,465)
 
Cash flows from investing activities:
  Purchase of equipment                        (204,706)     (334,025)        (1,064,077)
  Purchase of short-term investments                                                     
   available for sale                        (3,236,123)  (11,834,797)       (38,189,466)
  Sales of short-term investments                 -         1,279,134          5,642,888
  Maturities of short-term investments            -         6,557,243         16,869,100
                                           -------------   -----------    ----------------
        Net cash used in investing                                                       
         activities                          (3,440,829)   (4,332,445)       (16,741,555)
 
Cash flows from financing activities:
  Net proceeds from issuance of                                                         
   preferred stock                            7,222,900         -             13,931,243
  Net proceeds from issuance of common                                                  
   stock                                          7,100            50         16,258,827
  Proceeds received on notes receivable          -              -                  1,625
  Proceeds from loan payable                                  600,000            600,000
  Proceeds from notes payable                    17,000         -                692,500
  Payment of notes payable                        -           (41,667)           (91,667)
  Obligation under capital lease                192,404       (14,736)           142,785
                                           -------------   -----------    ----------------
        Net cash provided by financing                                                  
         activities                           7,439,403       543,647         31,535,313
 
Net increase (decrease) in cash and                                                     
 cash equivalents                               491,537    (6,784,017)         4,026,293
Cash and cash equivalents at beginning                                              
 of period                                      337,044    10,810,310             - 
                                           -------------   -----------    ----------------
Cash and cash equivalents at end of                                                     
 period                                    $    828,581     4,026,293          4,026,293
                                           =============   ===========    ================ 
 
Supplemental disclosure of noncash
 transactions:
  Conversion of Note Payable to Series
   A and Series B Preferred Stock           $      -             -               642,500
  Conversion of mandatorily redeemable
   convertible preferred stock to common 
    shares                                         -             -            16,264,199
  Notes issued for 828,750 common shares           -             -                 1,625
  Deferred compensation                         459,390          -               833,086
  Accretion of redemption value attributable 
   to mandatorily redeemable convertible          
     preferred stock                            375,532          -             1,616,445 
  Unrealized gains on available for              
   sale securities                               (5,284)       84,173            142,484
                                           =============   ===========    ================ 
 
See accompanying notes to financial statements.
</TABLE>

                                       5
<PAGE>
 
                            VIROPHARMA INCORPORATED
                         (A Development Stage Company)

                         Notes to Financial Statements

                             June 30, 1996 and 1997
                                  (unaudited)


(1) ORGANIZATION AND BUSINESS ACTIVITIES

   ViroPharma Incorporated (a development stage company) (the "Company") was
   incorporated in Delaware on December 5, 1994. The Company is a development
   stage company engaged in the discovery and development of proprietary
   antiviral pharmaceuticals for the treatment of diseases caused by RNA
   viruses.

   The Company is devoting substantially all of its efforts towards conducting
   drug discovery and development, raising capital, conducting clinical trials,
   pursuing regulatory approval for products under development, recruiting
   personnel and building infrastructure. In the course of such activities, the
   Company has sustained operating losses and expects such losses to continue
   for the foreseeable future.  The Company has not generated any significant
   revenues or product sales and has not achieved profitable operations or
   positive cash flow from operations. The Company's deficit accumulated during
   the development stage aggregated $15,463,235 through June 30, 1997.  There is
   no assurance that profitable operations, if ever achieved, could be sustained
   on a continuing basis.

   The Company plans to continue to finance its operations with a combination of
   stock issuances, private placements and follow-on public offerings, license
   payments, payments from strategic research and development arrangements and,
   in the longer term, revenues from product sales.  There are no assurances,
   however, that the Company will be successful in obtaining an adequate level
   of financing needed for the long-term development and commercialization of
   its planned products.

   BASIS OF PRESENTATION

   The information at June 30, 1997 and for the six months ended June 30, 1996
   and 1997, is unaudited but includes all adjustments (consisting only of
   normal recurring adjustments) which, in the opinion of management, are
   necessary to state fairly the financial information set forth therein in
   accordance with generally accepted accounting principles.  The interim
   results are not necessarily indicative of results to be expected for the full
   fiscal year.  These financial statements should be read in conjunction with
   the audited financial statements for the year ended December 31, 1996
   included in the Company's Annual Report on Form 10-K filed with the
   Securities and Exchange Commission.

                                       6
<PAGE>
 
                            VIROPHARMA INCORPORATED
                         (A Development Stage Company)

                    Notes to Financial Statements, continued
                                  (unaudited)

(2) PRO FORMA NET LOSS PER SHARE

   For periods subsequent to the Company's Initial Public Offering (IPO) in
   November 1996, net loss per share is calculated by dividing the net loss by
   the weighted average number of common shares outstanding for the respective
   periods adjusted for the dilutive effect, if any, of common stock
   equivalents, which consist of stock options and warrants using the treasury
   stock method.  Common stock equivalents that are anti-dilutive are excluded
   from net loss per share calculations subsequent to the IPO.

   For periods prior to the Company's IPO, all common and common equivalent
   shares from stock options and warrants and convertible preferred stock issued
   during the twelve-month period prior to the IPO at prices below the IPO price
   are presumed to have been issued in contemplation of the IPO and have been
   included in the calculation of pro-forma net loss per share as if they were
   outstanding for all periods presented (using the treasury stock method and an
   IPO price of $7.00 per share).  The calculation of shares used in computing
   pro-forma net loss per share prior to the Company's IPO also included all
   series of mandatorily redeemable convertible preferred stock, assuming
   conversion into shares of common stock (using the if-converted method) from
   their respective original dates of issuance.  In the computation of pro forma
   net loss per share, accretion of the redemption value attributable to
   mandatorily redeemable convertible preferred stock is not included as an
   increase to net loss.

   The following table sets forth the calculation of total number of shares used
   in the computation of pro forma net loss per share for the six months ended
   June 30, 1996 and 1997:

        <TABLE>                                                     
        <CAPTION>                                                   
                                                                    
                                                  1996       1997   
                                                ---------  ---------
        <S>                                      <C>        <C>     
        Weighted average common shares
         outstanding                              890,612  9,080,238          
        Incremental shares assumed to be                            
         outstanding related to common stock,
         stock options and warrants granted
         and convertible preferred stock based
         on the treasury stock method             187,487       -       
        Convertible preferred stock               
         (if-converted method)                  5,085,668       -       
                                                ---------  --------- 
        Weighted average common and common                          
          equivalent shares used in computation                     
          of pro forma net loss per share       6,163,767  9,080,238
                                                =========  =========
         </TABLE>                                                     
(3)  MANUFACTURING AGREEMENT

   In April 1997, the Company entered into a development agreement with SELOC AG
   (SELOC) and SICOR S.A. (SICOR), subsidiaries of Schwarz Pharma AG, for the
   manufacture of clinical supplies of pleconaril, the Company's most advanced
   drug candidate.  Under the terms of the agreement, SELOC and SICOR will
   manufacture pleconaril for use in clinical trials and further develop the
   synthetic process for production of commercial quantities of pleconaril.

                                       7
<PAGE>
 
                            VIROPHARMA INCORPORATED
                         (A Development Stage Company)

                    Notes to Financial Statements, continued
                                  (unaudited)

(4)  COMMON STOCK TRANSACTION

   In June 1997, certain holders of warrants exercisable for shares of the
   Company's Common Stock exercised such warrants on  a cashless basis for an
   aggregate of 71,795 shares of Common Stock that were otherwise exercisable on
   a cash basis for 81,597 shares of Common Stock.

(5)  RELATED PARTY TRANSACTIONS

   On June 12, 1997, the Company loaned $104,107 to an officer of the Company in
   connection with his relocation.  The loan bears interest at the lowest
   Federal Applicable Rate of 6.8% annually and comes due in full on the date of
   the officer's resignation from the Company or in monthly installments
   beginning on the date of termination of such officer's employment with the
   Company (other than by resignation), and extending over a period of between
   48 months and 192 months thereafter, depending upon when the termination of
   employment occurs.  On each anniversary of the date of the loan, 25 % of the
   original principal amount of the loan will be forgiven by the Company so long
   as the officer is in the Company's employ.

(6)  SUBSEQUENT EVENTS

   On July 21, 1997, the Company entered into a lease for laboratory and office
   space commencing after the current lease expires in 1998.  The term of the
   new lease is ten years with two five-year renewal options.  Under the lease
   terms, the Company is required to contribute approximately $800,000 in 1997
   to the cost of the laboratory construction. The Company also has the right,
   under certain circumstances, to purchase the new facility at a purchase price
   based on a pre-determined formula.

   On July 28, 1997, the Company completed a follow-on public offering of 2
   million shares of common stock.  Net proceeds approximated $25,550,000.

                                       8
<PAGE>
 
ITEM 2.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                        
          This discussion contains forward-looking statements that involve risks
    and uncertainties. The Company's actual results may differ significantly
    from the results discussed in the forward-looking statements. Factors that
    might cause or contribute to such differences include, but are not limited
    to, those discussed in "Risk Factors" described in the Company's Prospectus
    dated July 23, 1997.

          Since inception, the Company has devoted substantially all of its
    resources to its research and product development programs.  ViroPharma has
    generated no revenues from product sales and has been dependent upon funding
    primarily from equity financing.  The Company does not expect any revenues
    from product sales for at least the next three year period.  The Company has
    not been profitable since inception and has incurred a cumulative net loss
    of $15,463,235 through June 30, 1997.  Losses have resulted principally from
    costs incurred in research and development activities and general and
    administrative expenses.  The Company expects to incur additional operating
    losses over at least the next several years.  The Company expects such
    losses to increase over historical levels as the Company's research and
    development expenses increase due to further clinical trials, manufacture of
    drug substance and preclinical development of pleconaril, and further
    research and development related to other product candidates.  The Company's
    ability to achieve profitability is dependent on developing and obtaining
    regulatory approvals for its product candidates, successfully
    commercializing such product candidates, which may include entering into
    collaborative agreements for product development and commercialization, and
    securing contract manufacturing services.

    RESULTS OF OPERATIONS

     Three-month period ended June 30, 1997 compared to three-month period ended
    June 30, 1996.

          The Company earned no revenues during the three months ended June 30,
    1997 and 1996.  Net interest income increased to $263,678 for the three
    months ended June 30, 1997 from $18,457 for the three months ended June 30,
    1996, principally due to larger invested balances provided by the proceeds
    of the Company's initial public offering completed in November 1996.

          Research and development expenses increased to $2,640,585 for the
    three months ended June 30, 1997 from $1,209,129 for the three months ended
    June 30, 1996.  The increase was principally due to the cost of clinical
    trials related to pleconaril and the advancement of drug candidates for the
    Company's influenza, hepatitis C and viral pneumonia programs.

          General and administrative expenses increased to $785,951 for the
    three months ended June 30, 1997 from $453,546 for the three months ended
    June 30, 1996.  The increase was principally due to increased personnel
    expenses and public company costs, as well as to increased costs associated
    with the pursuit of corporate collaborations.

          The net loss increased to $3,162,858 for the three months ended June
    30, 1997 from $1,644,218 for the three months ended June 30, 1996.

                                       9
<PAGE>
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued

     Six-month period ended June 30, 1997 compared to six-month period ended
    June 30, 1996.

          The Company earned and received a milestone payment of $750,000 from
    Boehringer Ingelheim during the six month period ended June 30, 1997.  The
    Company earned no revenues during the six months ended June 30, 1996.  Net
    interest income increased to $455,084 for the six months ended June 30, 1997
    from $74,281 for the six months ended June 30, 1996, principally due to
    larger invested balances provided by the proceeds of the Company's initial
    public offering completed in November 1996.


          Research and development expenses increased to $4,548,837 for the six
    months ended June 30, 1997 from $2,624,558 for the six months ended June 30,
    1996.  The increase was principally due to the cost of clinical trials
    related to pleconaril and the advancement of drug candidates for the
    Company's influenza, hepatitis C and viral pneumonia programs.

          General and administrative expenses increased to $1,550,519 for the
    six months ended June 30, 1997 from $673,719 for the six months ended June
    30, 1996.  The increase was principally due to increased personnel expenses
    and public company costs, as well as to increased costs associated with the
    pursuit of corporate collaborations.

          The net loss increased to $4,894,272 for the six months ended June 30,
    1997 from $3,223,996 for the six months ended June 30,1996.

                                       10
<PAGE>
 
    LIQUIDITY AND CAPITAL RESOURCES

     The Company commenced operations in December 1994. The Company is a
development stage company and to date has not generated revenues from product
sales.  The cash flows used in operations are for research and development
activities and the supporting general and administrative expenses.  Through June
30, 1997, the Company has used approximately $10.8 million in operating
activities.  The Company invests its cash in short-term investments.  Through
June 30, 1997, the Company has used approximately $16.7 million in investing
activities, including approximately $15.7 million in short-term investments and
$1.0 million in equipment purchases.  Through June 30, 1997, the Company has
financed its operations primarily through an initial public offering of Common
Stock and  private placements of redeemable preferred stock and Common Stock
totaling approximately $31.5 million.  At June 30, 1997, the Company had cash
and cash equivalents and short-term investments aggregating approximately $19.5
million.  On July 28, 1997, the Company completed a follow-on public offering of
2 million shares of common stock.  Net proceeds from this offering were
approximately $25.6 million.

     The Company leases its corporate and research and development facilities
under an operating lease expiring in 1998.  On July 21, 1997, the Company
entered into an operating lease for laboratory and office space aggregating
48,400 square feet commencing after the current operating lease expires.  Under
the lease terms, the company is required to contribute approximately $800,000 in
1997 to the cost of the laboratory construction.  Annual rent is expected to
increase by approximately $400,000 over current levels.  The Company also has
the right, under certain circumstances, to purchase the new facility at a
purchase price based on a predetermined formula.  The Company has financed
substantially all of its equipment under two master lease agreements and one
bank loan.  The bank loan, which was consummated in February 1997, is for
$600,000, is payable in equal installments over 72 months and bears interest at
approximately 9%. The Company is required to repay amounts outstanding under the
two leases within periods ranging from 32 to 48 months.  As of June 30, 1997,
outstanding borrowings under these arrangements are approximately $1.2 million.
The Company is required to make a milestone payment to Sanofi, S.A. of up to $2
million upon the earlier of a future milestone event as defined in the agreement
with Sanofi or December 1998.  In addition, the Company would also be required
to make certain significant additional payments, including royalties, as
defined, should agreed-upon future milestones be attained.

     The Company has incurred losses from its operations since inception.  The
Company expects to incur additional operating losses over at least the next
several years.  The Company expects such losses to increase over historical
levels as the Company's research and development expenses increase due to the
cost of further clinical trials, manufacture of drug substance and preclinical
development of pleconaril, and further research and development related to other
product candidates.  The Company will require additional financing for
operations prior to achieving positive cash flows from its commercial
activities.  The Company  expects that it will need additional financing to
complete all clinical studies for pleconaril and other development and required
testing for any other of the Company's product candidates.  To obtain this
financing, the Company may seek to access the public or private equity markets
or enter into additional arrangements with corporate collaborators.  To the
extent the Company raises additional capital by issuing equity securities,
ownership dilution to existing stockholders may result.  There can be no
assurance, however, that additional financing will be available on acceptable
terms from any source.

     In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128 "Earnings Per Share"
(Statement 128).  The provisions of Statement 128 specify the computation,
presentation and disclosure requirements for earnings per share effective for
the year ended December 31, 1997.  Statement 128 should have no significant
effect on earnings per share due to the antidilutive nature of the common stock
equivalents issued to date by the Company.  In addition, the FASB issued three
statements that may require additional future disclosure.  They are for
comprehensive income, capital structure disclosure and segment disclosure.  The
Company will implement the provisions of these statements starting in 1997 and
1998.  The Company does not expect these statements to have a significant effect
on the financial statements.

                                       11
<PAGE>
 
PART II - OTHER INFORMATION
- ----------------------------

ITEM 2.  CHANGES IN SECURITIES.

     In June 1997, certain holders of warrants exercisable for shares of the
Company's Common Stock exercised such warrants on a cashless basis for an
aggregate of 71,795 shares of Common Stock that were otherwise exercisable on a
cash basis for 81,597 shares of Common Stock.  The Company believes that these
transactions were exempt from registration under Section 4(2) of the Securities
Act of 1933, as amended because the transactions did not involve a public
offer.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     On May 28, 1997, the Company held its annual stockholders meeting (the
"Meeting").  In connection with the Meeting, the Company solicited proxies for
the election of Dr. Christopher Moller and Mr. David Scheer as directors of the
Company.  The record date for determining the stockholders entitled to receive
notice of, and vote at, the Meeting was April 1, 1997 (the "Record Date").  The
Company had 9,077,116 shares of its Common Stock outstanding as of the Record
Date, of which 7,555,722 were represented at the Meeting (7,289,955 shares by
proxy and 265,767 shares in person).  Such shares were voted at the Meeting in
respect of the election of Dr. Moller and Mr. Scheer to the Company's board of
directors as follows:
<TABLE>
<CAPTION>
 
 
                                     Number of Votes
                                     FOR     WITHHELD
                                  ---------  --------
        <S>                       <C>        <C>
        Dr. Christopher Moller    7,555,722       -0-
        Mr. David Scheer          7,555,722       -0-
 
</TABLE>

Claude Nash, Ann Lamont, Steve Dow, Jon Gilbert, and Frank Baldino each
continued his or her term of office as a director after the meeting.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  List of Exhibits:

          27.0  Financial Data Schedule

     (b)  Reports on Form 8-K:

          There were no reports on Form 8-K filed during the quarter ended 
          June 30, 1997.

                                       12
<PAGE>
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    VIROPHARMA INCORPORATED


Date: August 12, 1997               By:      /s/  Claude H. Nash
                                       ---------------------------------- 
                                       Claude H. Nash
                                       President, Chief Executive Officer and
                                       Chairman of the Board of Directors


                                    By:      /s/  Vincent J. Milano
                                       ---------------------------------
                                       Vincent J. Milano
                                       Vice President, Finance &
                                       Administration and Treasurer
                                       (Principal Financial Officer)

                                       13
<PAGE>
 
                               Exhibit Index

Exhibit                             Description
- -------                             -----------

27                                  Financial Data Schedule

                                       14

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       4,026,293
<SECURITIES>                                15,519,962
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            19,804,023
<PP&E>                                       1,064,078
<DEPRECIATION>                                 167,808
<TOTAL-ASSETS>                              21,148,773
<CURRENT-LIABILITIES>                        4,694,727
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        18,298
<OTHER-SE>                                  15,892,573
<TOTAL-LIABILITY-AND-EQUITY>                21,148,773
<SALES>                                              0
<TOTAL-REVENUES>                               750,000
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             6,099,356
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              21,362
<INCOME-PRETAX>                            (4,894,272)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (4,894,272)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (4,894,272)
<EPS-PRIMARY>                                    (.54)
<EPS-DILUTED>                                        0
        

</TABLE>


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